Introduction

1. 12.1 The law 24/1988, of 28 July, on the Securities Markets (the ‘SML’) sets out the basic legal framework governing capital markets in Spain. The SML has been the subject of several substantial reforms over the years, but still represents the main body where the legal foundations are laid on key matters such as the definition of securities, the role of the agents involved in capital markets, the principles governing the issuance and offering of securities, etc.

2. Under the Spanish legal regime, laws approved by the Spanish Parliament set out basic legal principles, whilst the rules, policies, codes and the specific guidance are left for the regulations to be produced by the Spanish Government (normally enacted under the form of Royal Decrees, Ministerial Orders or Circulares, depending on the degree of detail required and the need to adjust from time to time to the changing conditions in the market).

3. 12.2 Until the implementation of the Prospectus Directive, the offering of securities was regulated under Royal Decree 291/1992 and the Ministerial Order dated 12 July 1993, which among other things spelled out the rules governing the content of the prospectus to be published in Spain in the event of a public offer or a request for admission to trading, the exemptions of the obligation to publish a prospectus and other related issues. These rules have been repealed following the implementation of the Prospectus Directive as discussed below.

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